Cohen & Co Inc. (NYSE American:COHN) announced Friday that it has entered into a Second Amended and Restated Limited Liability Company Agreement for its operating subsidiary, Cohen & Company, LLC. The new agreement, effective March 6, replaces the previous operating agreement dated December 16, 2009.
According to a statement in the SEC filing, the updated agreement allows the operating subsidiary to issue "LTIP Units." These LTIP Units are designed to function as profits interests for U.S. federal income tax purposes. The company stated that the Board of Managers will have the authority to issue these units under grant agreements and applicable equity incentive arrangements.
Vested LTIP Units can be converted, at the holder's election, into an equal number of membership units in the operating subsidiary, subject to vesting requirements and certain capital account limitations. The agreement specifies that LTIP Units are not redeemable directly; they must be converted into regular units before they can be redeemed by the holder, in accordance with the agreement's terms.
LTIP Units are described as non-voting membership interests and are generally non-transferable without the Board's consent, except for transfers to family members or for estate planning purposes.
The company also confirmed that, aside from the addition of LTIP Units, no other material modifications were made to the terms of the prior agreement. The previous operating agreement was terminated and replaced in its entirety as part of this process.
This information is based on a statement provided in a Form 8-K filing with the Securities and Exchange Commission.
In other recent news, Cohen & Company announced its financial results for the fourth quarter of 2025, showcasing strong performance that caught investors' attention. The company reported substantial revenue growth, which was a key factor in driving investor confidence. This financial success is attributed to strategic expansion within its core business segments. The earnings call highlighted these developments, indicating a robust financial outlook for the company. While specific numbers were not disclosed, the positive response from the market was evident. These recent developments underscore the company's strong position and strategic direction. Cohen & Company's financial achievements have been a focal point for investors looking for growth opportunities.